Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Stock Pledge Agreements means one or more stock pledge agreements, in form and substance satisfactory to Agent, executed and delivered by Borrower and the Guarantors to Agent.
Subco Shares means the common shares in the capital of Subco.
Shares Pledge means the first priority pledge of the shares of and in each Borrower to be executed by the Shareholder in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means all of them;
Initial Pledged Shares means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 11 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.
Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.
Parent Pledge Agreement means that certain Pledge Agreement, dated of the date hereof, made by Parent in favor of Agent.
Stock Pledge Agreement means a stock pledge agreement, in form and substance satisfactory to Agent, executed and delivered by each Borrower that owns Stock of a Subsidiary of Parent.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Shareholder Debt means all present and future moneys, debts and liabilities due, owing or incurred from time to time by the Issuer to any Shareholder Creditor, including any dividends and any advisory, monitoring or management fee.
Equity Pledge Agreement means that certain Equity Pledge Agreement, dated as of the Closing Date, by and between the Equityholder and the Collateral Agent.
Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.
Share Pledge Agreement has the meaning given such term in the definition of Collateral and Guaranty Requirements.
Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;
Existing Shareholders has the meaning set forth in the preamble.
Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Newco Shares means the common shares in the capital of Newco;
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
BVI means the British Virgin Islands.
Ordinary Shareholder means a holder of ordinary shares;
Pubco Shares means the 25,005,544 fully paid and non-assessable common shares of Pubco, to be issued to the Selling Shareholders by Pubco on the Closing.
Shareholder Loan means any shareholder loan to the Borrower that: